Other Purchase Agreement Sample Clauses

Other Purchase Agreement. The transactions contemplated by the Other Purchase Agreement shall have been consummated or shall be consummated substantially simultaneously with the Closing in accordance with the Other Purchase Agreement in effect as of the date hereof, with no amendments thereto other than those amendments which have been made, mutatis mutandis, to this Agreement.
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Other Purchase Agreement. The Purchaser and the Principal Stockholder shall have consummated the acquisition by the Purchaser of 16,650,000 shares of Common Stock from the Principal Stockholder pursuant to the terms of the Other Purchase Agreement (unless such acquisition shall not have been consummated as a result of a breach by the Purchaser thereunder).
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Other Purchase Agreement. Reference is hereby made to that certain Purchase and Sale Agreement of even date herewith, by and between, Lake Colorado Associates and the Purchaser, concerning the office building located at 35 North Lake Avxxxx, Xxxxxxxx, Xxxxxxxxxx, xxx xxxxxxxx xeferred to as the Pasadena Financial Center (the "Other Purchase Agreement"). The Seller and the Purchaser acknowledge and agree that the Closing hereunder and the "Closing" under and as defined in the Other Purchase Agreement shall occur simultaneously, and neither such Closing shall occur unless both such Closings shall occur.
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Other Purchase Agreement. The closing under the Other Purchase Agreement shall have occurred contemporaneously with the Closing.
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Other Purchase Agreement. Concurrently with the execution of this Agreement, Buyer is entering into a purchase contract (the “Residence/Fairfield Contract”) with RT Clarita, L.P., a Delaware limited partnership (the “Hampton Seller”) for the purchase of the Fairfield Inn Santa Xxxxxxx Xxxxxxxx hotel located at 00000 Xxx Xxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 and the Residence Inn Santa Xxxxxxx Xxxxxxxx hotel located at 00000 Xxx Xxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000. Buyer and Seller acknowledge and agree that the closing under this Agreement and the Residence/Fairfield Contract must occur within a reasonable timeframe from one another, if not simultaneously, that a default by either party under this Agreement that remains uncured in accordance with the terms of this Agreement shall entitle the non-defaulting party to terminate the Residence/Fairfield Contract on notice to the other, and that a default by either party under the Residence/Fairfield Contract shall entitle the non-defaulting party to terminate this Agreement on notice to the other. In addition, in the event of any occurrence or exercise of any right which results in the termination of the Residence/Fairfield Contract prior to Closing, either party shall have the right to terminate this Agreement upon notice to the other, in which event, unless such termination resulted from Buyer’s default, the Deposit shall be paid to Buyer. Notwithstanding the foregoing, in the event of termination of this Agreement and the Residence/Fairfield Contract as a result of Buyer’s default under one, but not both, of such Agreements, the selling party shall only be entitled to retain the Deposit for the Agreement under which Buyer shall have defaulted. Notwithstanding the foregoing, in the event of a default by Seller, under one, but not both, of such Agreements, Buyer shall be entitled to either (i) terminate both this Agreement and the Residence/Fairfield Contract, or (ii) pursue specific performance of both this Agreement and the Residence/Fairfield Contract.
Sample 1
Other Purchase Agreement. Concurrently with the execution of this Agreement, Buyer is entering into a purchase contract (the “Hampton Contract”) with RT Clarita Two, L.P., a Delaware limited partnership (the “Hampton Seller”) for the purchase of the Hampton Inn Los Angeles/Santa Clarita hotel located at 0000 Xxx Xxx Xxxx, Xxxxx Xxxxxxx, XX 00000. Buyer and Seller acknowledge and agree that the closings under this Agreement and the Hampton Contract must occur within a reasonable timeframe from one another, if not simultaneously, that a default by either party under this Agreement that remains uncured in accordance with the terms of this Agreement shall entitle the non-defaulting party to terminate the Hampton Contract on notice to the other, and that a default by either party under the Hampton Contract shall entitle the non-defaulting party to terminate this Agreement on notice to the other. In addition, in the event of any occurrence or exercise of any right which results in the termination of the Hampton Contract prior to Closing, either party shall have the right to terminate this Agreement upon notice to the other, in which event, unless such termination resulted from Buyer’s default, the Deposit shall be paid to Buyer. Notwithstanding the foregoing, in the event of termination of this Agreement and the Hampton Contract as a result of Buyer’s default under one, but not both, of such Agreements, the selling party shall only be entitled to retain the Deposit for the Agreement under which Buyer shall have defaulted. Notwithstanding the foregoing, in the event of a default by Seller, under one, but not both, of such Agreements, Buyer shall be entitled to either (i) terminate both this Agreement and the Hampton Contract, or (ii) pursue specific performance of both this Agreement and the Hampton Contract.
Sample 1
Other Purchase Agreement. Reference is hereby made to that certain Purchase and Sale Agreement of even date herewith, by and between, Century Square Venture and the Purchaser, concerning the office building located at 155 North Lake Avenue, Xxxxxxxx, Xxxxxxxxxx, xxx xxxxxxxx xxxxxxxx to as the Century Square Building (the "Other Purchase Agreement"). The Seller and the Purchaser acknowledge and agree that the Closing hereunder and the "Closing" under and as defined in the Other Purchase Agreement shall occur simultaneously, and neither such Closing shall occur unless both such Closings shall occur.
Sample 1
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Related to Other Purchase Agreement

  • Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Purchase Agreement See the introductory paragraphs hereof.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Repurchase Agreement This Repurchase Agreement, duly executed by the parties thereto;

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

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